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National Medical Care Co. Announces Purchase chronic care specialized medical hospital company. in the value of SAR 193,217,817
| Element List | Explanation |
|---|---|
| Introduction | National Medical Care Company (“Care” or “Purchaser”) announces the signing of share purchase agreement (“Agreement”) with Saudi Medical Care Group (“Seller”) to acquire the entire share capital (“Transaction”) of Chronic Care Specialized Medical Hospital Company (“Target”). |
| Transaction Details | Care has signed the Agreement on 8/9/2023G to acquire the entire share capital of the Target based on a total value amounting to SAR 193,217,817, subject to customary purchase price adjustments made in light of the completion accounts mechanism under the Agreement. |
| Transaction Value | SAR 193,217,817 |
| Transaction Terms | The Agreement contains customary representations and warranties provided by the Seller and the Purchaser. Furthermore, the completion of the Transaction is subject to a number of conditions, including without limitation, receipt of regulatory approvals or non-objection (including the General Authority for Competition’s non-objection), Purchaser’s general assembly’s consent on the Transaction, the Seller’s general assembly’s consent on the Transaction and other customary conditions. |
| Parties of the Transaction | 1. National Medical Care Company (as purchaser); and 2. Saudi Medical Care Group (as seller). |
| Transaction Funding Method | The purchase price shall be paid fully in cash through internal sources and bank loans. |
| Transaction Execution Date | 2023-09-08 Corresponding to 1445-02-23 |
| Description of the Business of the Asset forming the Subject Matter of the Transaction | The Target is a healthcare company with it headquarter located in Jeddah, and the Target provides its services through a hospital located in Jeddah, Hamzah Shahatah Street, Al Boghdadiyah Al Gharbiyah district. The Target (through the hospital) provides a variety of medical services, including without limitation, comprehensive medical care, long term nursing care, hospice care, palliative care, and other medical services. |
| Financial Statements for the Last Three Years of the Asset forming the Subject Matter of the Transaction | Revenue: 2020G: 97,315,263 2021G: 101,964,909 2022G: 96,819,356 |
| Transaction reasons | The Transaction aims to contribute towards achieving Care’s investment strategy to expand in the health services sector and take advantage of the growth opportunities available in the relevant market. |
| Expected Impact of the Transaction on the Company and Its Operations | The financial impact is expected to start once the Transaction is completed and the ownership of the Target is transferred to the Purchaser. |
| Related Parties | 1- Saudi Medical Care Group, in its capacity as the Seller and a substantial shareholder in the Purchaser (the Seller owns (49.20%) of the Purchaser’s capital and (100%) of the Target’s capital). The nature of the interest is that the Seller is a substantial shareholder in the Purchaser and the sole shareholder in the Target. 2- Mr. Saad bin Abdulmohsen Alfadly is the Chairman of the Board of Directors of the National Medical Care Company (Buyer) and represents the Saudi Medical Care Group (Seller) on the Board of Directors of the National Medical Care Company(Buyer) 3- Mr. Ahmed bin Wazaa Al-Qahtani is a member of the Board of Directors of the National Medical Care Company (Buyer) and the Chairman of the Board of Directors of the Saudi Medical Care Group (Seller). He also represents the Saudi Medical Care Group (Seller) on the Board of Directors of the National Medical Care Company (Buyer). 4- Mr. Faraj bin Saad Al-Qabani is a member of the Board of Directors of the National Medical Care Company (Buyer) and the Acting CEO of the Saudi Medical Care Group (Seller). He also represents the Saudi Medical Care Group (Seller) on the Board of Directors of the National Medical Care Company (Buyer). |
| Additional Information | Care has appointed GIB Capital as a financial advisor, and the Law Firm of Alsalloum and Altoaimi as a legal advisor. Care will announce completion of the Transaction or any other material development in due course in accordance with the relevant regulatory requirements. |
The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.
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Last Price 164.0
Net Change 0.6 (+0.37%)
Value Traded (Sar) 3,728,030
Volume Traded 22,561
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